TERMS AND CONDITIONS OF SALE
1. Acceptance. All purchase orders are subject to approval and acceptance by an authorized
representative of Seller at its general office in Winfield, Alabama. The sales order contains the
complete agreement between Seller and Buyer, and Seller expressly limits its acceptance to its terms.
Additional or different terms in Buyer’s purchase order shall not be binding on Seller.
2. Warranties. Seller warrants that the products covered hereby conform to the description and
specifications, if any. All other warranties are excluded, whether express or implied by operation of
law or otherwise, including all implied warranties of merchantability or fitness. Seller shall not be
liable for consequential damages directly or indirectly arising or resulting from the breach of any of
the terms hereof or from the sale, handing or use of the products sold. Seller’s liability hereunder
either for breach of warranty or for negligence, is expressly limited at the option of seller: (A) to the
replacement at the agreed point of delivery of any products found to be defective or not to conform
to the specifications set forth herein, (B) to the repair of such products, or (C) to the refund or
crediting to the buyer of the price of such products.
3. Delivery Terms. Delivery dates are approximate and are based upon prompt receipt of all
necessary information from Buyer. Unless otherwise specified by Seller, delivery will be made and
title will pass to Buyer F.O.B. point of shipment. Expense and risk of loss of transporting the goods
shall pass to Buyer at point of shipment.
4. Delivery in Installments. Seller reserves the right to make delivery in installments. All such
installments shall be separately invoiced and paid for when due, without regard to subsequent
deliveries. Delay in delivery of any installment shall not relieve Buyer of the obligations to accept
5. Payment. Unless otherwise agreed in writing by an authorized representative of Seller, terms of
payment shall be net cash within thirty (30) days of shipment. Should the financial responsibility of
Buyer at any time become unsatisfactory to Seller, Seller shall have the right to require payment of
any shipment hereunder in advance or satisfactory security. If Buyer fails to make payment in
accordance with the terms of this agreement or fails to comply with any provision hereof, the Seller
may at its option, in addition to any other remedies, cancel any unshipped portion of this order, Buyer
to remain liable for all unpaid accounts. In the event BUYER fails to make payment in accordance
with the terms of this agreement, the account shall be deemed to be delinquent and a service
charge of one and one-half percent (1 ½%) per month will be made on the unpaid balance.
Buyer agrees to pay all collection costs and expenses, including reasonable attorneys’ fees, incurred
by Seller in collecting or attempting to collect such account.
6. Security Agreement. Buyer grants to Seller a Uniform Commercial Code security interest in all
products purchased by Buyer from Seller, and the proceeds thereof, to secure the payment of the
purchase price by Buyer to Seller.
Freight and Handling. Unless otherwise provided in writing, freight charges on all shipments, and
spotting, switching, demurrage, or drayage at destination are to be paid by Buyer. All incoming
shipping and handling charges on all material on which the supplier of said material does not pre-pay
or allow freight into the Seller’s warehouse, and all outgoing shipping and handling charges on all
shipments from Seller to Buyer shall be borne by Buyer. Any difference in the amount of freight from
that shown on the face hereof as being included is for Buyer’s account. Seller reserves the right to
designate origin and intermediate carriers. If a specific delivering carrier is required, Buyer must
designate such carrier in writing to Seller prior to shipment.
8. Taxes. Prices do not include any present or future sales, use, excise, or similar taxes. All such taxes
shall be for Buyer’s account.
9. Delay. Seller shall not be liable for any failure or delay in manufacture, shipment or delivery of
products resulting from any cause beyond Seller’s control, including, but not limited to, provisions of
law or governmental regulations, accident, explosion, fire, windstorm, flood, or other casualty, strike,
lockout, or other labor difficulty, riot, war, insurrection, shortage of or inability to secure labor, raw
materials, production or transportation facilities. Shipping dates are approximate and are based on
condition at the time of quotations. Seller shall not be liable for failure or delay in performance due
to prior sale of products. In the event of such delay, there will be no termination and the date of
delivery shall be extended for a period equal to the time lost by reason of the delay.
10. Cancellation. No products may be returned for credit and no order may be canceled or changed in
whole or in part without the prior written consent of Seller. Shipment of products cannot be
extended beyond the original shipping date specified without Seller’s consent.
11. Compliance with Laws. Seller warrants that it has and will continue during the performance of this
order to comply with the provision of all federal, state and local laws and regulations from which
liability may accrue to Buyer from any violation thereof. Seller warrants compliance with the Fair
Labor Standards Act of 1938, as amended, in the performance of this order.
12. Assignment. Buyer may not assign this agreement without prior written consent of Seller.
13. Specifications. Specifications and instructions on the face hereof are in accordance with directions
of Buyer and full responsibility for their correctness is assumed by Buyer.
14. Claims. Claims for errors, shortages or defective goods must be made at the time of delivery.
Shortages must be written on the delivery receipt or invoice. Products returned will be subject to a
deduction of 20% (re-stocking charge) unless determined to be a defective item covered by warranty.
15. Waiver. Waiver of any breach of this contract shall not be construed as a waiver of any other
16. Filing Fees. All charges necessary to open an account will be the responsibility of the Buyer.
Modification. There are no terms, conditions, understanding or agreements between Buyer and
Seller other than those stated herein and all prior proposals and negotiations are merged herein. NO
TERMS AND CONDITIONS IN ANY WAY ALTERING OR MODIFYING THE PROVISIONS HEREOF SHALL BE
BINDING UPON SELLER UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.
NO MODIFICATION OR ALTERATION OF THE PROVISIONS HEREOF SHALL RESULT FROM SELLER’S SHIPMENT
OF MATERIAL FOLLOWING RECEIPT OF BUYER’S PURCHASE ORDER, SHIPPING ORDER, OR OTHER FORMS
CONTAINING PROVISIONS, TERMS AND CONDITIONS IN ADDITION TO OR IN CONFLICT OR INCONSISTENT
WITH THE PROVISIONS HEREOF.